Ulermo Spiderborn (3.5e NPC)

Ulermo Spiderborn, Goliath Form

CR 7

	Male werespider goliath rogue 4
	CE Medium humanoid (goliath, shapechanger)
Init/Senses	+1/low-light vision; Listen +9, Spot +17
Languages	Khabarat, Vulici, Or
AC	18, touch 11, flat-footed 18 (+1 Dex, +5 armor, +2 natural)
hp	48 (8 HD)
Fort/Ref/Will	+7/+6/+6
Speed	30 ft. (6 squares)
Melee	masterwork handaxe +11/+6 (1d6+4/×3)
Ranged	masterwork shortbow +8/+3 (1d6/×3)
Base Atk/Grp	+6/+18
Atk Options	sneak attack +2d6
Abilities	Str 18, Dex 12, Con 14, Int 12, Wis 14, Cha 10
SQ	low-light vision, trapfinding, evasion, trap sense +1, uncanny dodge, natural wrestler, animist guidance, alternate form, spider empathy, scent
Feats	Improved Grapple, Improved Unarmed Strike, Iron Will
Skills	Bluff +7, Climb +15 (+14 with armor), Escape Artist +8 (+7 with armor), Jump +15 (+14 with armor), Listen +9, Open Lock +8, Sense Motive +9, Spot +17, Swim +11 (+9 with armor)
Possessions	masterwork handaxe, masterwork shortbow, +1 chain shirt
Patron Deity	Groke Who Is Cold
Sneak Attack (Ex)	Ulermo can make a sneak attack, dealing an extra 2d6 points of damage, whenever a foe is denied his or her Dexterity bonus, or when he is flanking.
Evasion (Ex)	Ulermo can avoid even magical and unusual attacks with great agility. If he makes a successful Reflex saving throw against an attack that normally deals half damage on a successful save, he instead takes no damage. He does not gain the benefit of evasion if he is helpless.
Trap Sense +1 (Ex)	Ulermo gains an intuitive sense that alerts him to danger from traps, giving him a +1 bonus on Reflex saves made to avoid traps and a +1 dodge bonus to AC against attacks made by traps.
Uncanny Dodge (Ex)	Ulermo can react to danger before his senses would normally allow him to do so. He retains his Dexterity bonus to AC (if any) even if he is caught flat-footed or struck by an invisible attacker. However, he still loses his Dexterity bonus to AC if immobilized.
Natural Wrestler (Ex)	Ulermo has a +4 racial bonus on grapple checks, and doesn't provoke an attack of opportunity when beginning a grapple.
Animist Guidance (Su)	Once per day as a free action, Ulermo can invoke the spirit of the Spider to gain a +2 insight bonus to all saving throws for four rounds.
Alternate Form (Su)	Ulermo can assume a bipedal hybrid form or the form of a Large giant spider.
Spider Empathy (Ex)	Communicate with arachnids, and +4 racial bonus on Charisma-based checks against arachnids.
Skills	Ulermo has a +4 racial bonus on Hide and Spot checks.

Ulermo Spiderborn, Spider Form

CR 7

	Male werespider goliath rogue 4
	CE Large humanoid (goliath, shapechanger)
Init/Senses	+2/darkvision 60 ft., low-light vision, tremorsense 60 ft.; Listen +9, Spot +17
Languages	Or
AC	15, touch 11, flat-footed 15 (-1 size, +2 Dex, +4 natural)
hp	48 (8 HD)
Fort/Ref/Will	+7/+7/+6
Speed	30 ft. (6 squares), climb 20 ft.
Melee	bite +10 (1d8+5 plus poison)
Base Atk/Grp	+6/+23
Atk Options	sneak attack +2d6
Special Actions	poison, web
Abilities	Str 20, Dex 15, Con 15, Int 12, Wis 14, Cha 10
SQ	darkvision 60 ft., low-light vision, tremorsense 60 ft., trapfinding, evasion, trap sense +1, uncanny dodge, natural wrestler, animist guidance, alternate form, damage reduction 10/silver, spider empathy, scent
Feats	Improved Grapple, Improved Unarmed Strike, Iron Will
Skills	Bluff +7, Climb +24, Escape Artist +9, Jump +16, Listen +9, Open Lock +9, Sense Motive +9, Spot +17, Swim +12
Patron Deity	Groke Who Is Cold
Sneak Attack (Ex)	Ulermo can make a sneak attack, dealing an extra 2d6 points of damage, whenever a foe is denied his or her Dexterity bonus, or when he is flanking.
Evasion (Ex)	Ulermo can avoid even magical and unusual attacks with great agility. If he makes a successful Reflex saving throw against an attack that normally deals half damage on a successful save, he instead takes no damage. He does not gain the benefit of evasion if he is helpless.
Trap Sense +1 (Ex)	Ulermo gains an intuitive sense that alerts him to danger from traps, giving him a +1 bonus on Reflex saves made to avoid traps and a +1 dodge bonus to AC against attacks made by traps.
Uncanny Dodge (Ex)	Ulermo can react to danger before his senses would normally allow him to do so. He retains his Dexterity bonus to AC (if any) even if he is caught flat-footed or struck by an invisible attacker. However, he still loses his Dexterity bonus to AC if immobilized.
Natural Wrestler (Ex)	Ulermo has a +4 racial bonus on grapple checks, and doesn't provoke an attack of opportunity when beginning a grapple.
Animist Guidance (Su)	Once per day as a free action, Ulermo can invoke the spirit of the Spider to gain a +2 insight bonus to all saving throws for four rounds.
Poison (Ex)	Injury, Fortitude DC 16, initial and secondary damage 1d6 Str. The save DC is Constitution-based.
Web (Ex)	Ulermo can throw a web eight times per day. This is similar to an attack with a net but has a maximum range of 50 feet, with a range increment of 10 feet, and is effective against targets up to one size category larger than him. An entangled creature can escape with a successful DC 16 Escape Artist check or burst it with a DC 20 Strength check. Both are standard actions whose DCs are given in the table below. The check DCs are Constitution-based, and the Strength check DC includes a +4 racial bonus. Web-spinners often create sheets of sticky webbing from 5 to 60 feet square, depending on the size of the spider. They usually position these sheets to snare flying creatures but can also try to trap prey on the ground. Approaching creatures must succeed on a DC 20 Spot check to notice a web; otherwise they stumble into it and become trapped as though by a successful web attack. Attempts to escape or burst the webbing gain a +5 bonus if the trapped creature has something to walk on or grab while pulling free. Each 5-foot section has 12 hit points, and sheet webs have damage reduction 5/—. Ulermo can move across his own web at his climb speed and can pinpoint the location of any creature touching his web.
Tremorsense (Ex)	Ulermo can detect and pinpoint any creature or object within 60 feet in contact with the ground, or within any range in contact with his webs.
Alternate Form (Su)	Ulermo can assume a bipedal hybrid form or the form of a Large giant spider.
Spider Empathy (Ex)	Communicate with arachnids, and +4 racial bonus on Charisma-based checks against arachnids.
Skills	Ulermo has a +4 racial bonus on Hide and Spot checks and a +8 racial bonus on Climb checks. Ulermo can always choose to take 10 on Climb checks, even if rushed or threatened.

Ulermo Spiderborn, Hybrid Form

CR 7

	Male werespider goliath rogue 4
	CE Large humanoid (goliath, shapechanger)
Init/Senses	+2/low-light vision; Listen +9, Spot +17
Languages	Khabarat, Vulici, Or
AC	15, touch 11, flat-footed 15 (-1 size, +2 Dex, +4 natural)
hp	48 (8 HD)
Fort/Ref/Will	+7/+7/+6
Speed	30 ft. (6 squares), climb 20 ft.
Melee	2 claws +10 (1d6+5) and bite +5 (1d8+2)
Base Atk/Grp	+6/+23
Atk Options	sneak attack +2d6
Abilities	Str 20, Dex 15, Con 15, Int 12, Wis 14, Cha 10
SQ	low-light vision, trapfinding, evasion, trap sense +1, uncanny dodge, natural wrestler, animist guidance, alternate form, damage reduction 10/silver, spider empathy, scent
Feats	Improved Grapple, Improved Unarmed Strike, Iron Will
Skills	Bluff +7, Climb +24, Escape Artist +9, Jump +16, Listen +9, Open Lock +9, Sense Motive +9, Spot +17, Swim +12
Patron Deity	Groke Who Is Cold
Sneak Attack (Ex)	Ulermo can make a sneak attack, dealing an extra 2d6 points of damage, whenever a foe is denied his or her Dexterity bonus, or when he is flanking.
Evasion (Ex)	Ulermo can avoid even magical and unusual attacks with great agility. If he makes a successful Reflex saving throw against an attack that normally deals half damage on a successful save, he instead takes no damage. He does not gain the benefit of evasion if he is helpless.
Trap Sense +1 (Ex)	Ulermo gains an intuitive sense that alerts him to danger from traps, giving him a +1 bonus on Reflex saves made to avoid traps and a +1 dodge bonus to AC against attacks made by traps.
Uncanny Dodge (Ex)	Ulermo can react to danger before his senses would normally allow him to do so. He retains his Dexterity bonus to AC (if any) even if he is caught flat-footed or struck by an invisible attacker. However, he still loses his Dexterity bonus to AC if immobilized.
Natural Wrestler (Ex)	Ulermo has a +4 racial bonus on grapple checks, and doesn't provoke an attack of opportunity when beginning a grapple.
Animist Guidance (Su)	Once per day as a free action, Ulermo can invoke the spirit of the Spider to gain a +2 insight bonus to all saving throws for four rounds.
Alternate Form (Su)	Ulermo can assume a bipedal hybrid form or the form of a Large giant spider.
Spider Empathy (Ex)	Communicate with arachnids, and +4 racial bonus on Charisma-based checks against arachnids.
Skills	Ulermo has a +4 racial bonus on Hide and Spot checks and a +8 racial bonus on Climb checks. Ulermo can always choose to take 10 on Climb checks, even if rushed or threatened.

NOTE: Ulermo is an NPC in the Years of Gold setting, and the entry reflects that. He should be easy enough to adapt to games and campaigns in other settings, but remember to check him over for Pansaer-exclusive content.

History

After an unnaturally long pregnancy, a goliath woman from a tribe east of the Tumbling Fells finally went into labor, and her delivery was surprisingly successful, thanks to the efforts of the tribe's gifted shaman. But what came out of the mother was not a goliath, but a grotesque, arachnid fiend. Only the shaman's wisdom stopped the parents from slaying the thing on the spot, and the shaman put the lucid monster into a cradle. When she checked on it in the morning, the cradle now housed young Ulermo.

Never before had a lycanthrope been born into that small tribe, so such a powerful divine sign was celebrated, and the child given everything he wanted, except parental closeness: the mother and father, who had witnessed the hideous birth, never grew to love due to the trauma of it. Thus young Ulermo grew up to be haughty and unconnected from the world, his only friend the elderly shaman.

For twenty years Ulermo worked as the tribe's greatest hunter, using his shapechanging ability to great effect. Unlike many others, the tribe never famished, for Ulermo's traps of web and his poison were unmatchable, and he could always catch game. One day, he returned from the hunt with two deers in tow, and found that the shaman, now an incredibly old woman by Pansaerian standards, had perished. He left the game he'd caught at the spot and left, uttering not a single word to his tribesmates who begged him not to go but dared not touch him.

Ulermo traveled in the mountains, silent, brooding, harboring a hate for the perceived weakness of his kind: that of mortality. He eventually came into contact with the giant spiders that dwell in Caragos Eavorn, and began to live with them. Their selfish, proud nature mirrored Ulermo's, and he grew to despise all races, including his own, with a fiery passion. It was this hate that caught the attention of the Mothers Three, who gave him a high position in their hierarchy (quite unheard of in their matriarchal society), and began employing him as a spy and head of operations in Irid and Eros.

Appearance and beliefs

Ulermo in his hideous birth form.

Ulermo's human form is somewhat shorter (8' 0'') and thinner (260 lb.) than goliaths on average, but his body hides a strength hidden by his small frame. His skin is dark, although not as dark as that of inhabitants of the northeastern lands, and his features harsh: some have said that he looks like a statue that's been brought to life. Unlike many lycanthropes who have clear features of their patron animal, Ulermo has no arachnid features about him. He keeps his hair and beard well-groomed, and puts a lot of effort into looking imposing and wealthy.

During battles and hunts and occasionally when on espionage duty, Ulermo takes on his monstrous hybrid form: a bipedal spider-abomination with four vestigial arms in his abdomen. In this form, his carapace deepens to an almost-black hue, and his two green eyes split into eight arachnid ones. Not quite goliath and not quite spider, it is this form, the one he was born in, that inspires terror in those around him. His spider form is a lot less hideous, although only to those used to the giant spider race.

Ulermo's defining feature is his arrogance, a trait not common in goliaths thanks to their tribal ways. A person who puts himself before others is harmful to the tribe, and such behavior is usually rooted out. Not so with Ulermo, who was lauded as an almost divine being, contributing to his distorted self-image and indifference of other's lives and opinions. He carries himself with all the puff and pomp of a royal but has none of the nobility, dressing himself in the finest clothes and adorning himself with jewelery, especially gemstoned rings.

Followers and allies

Ulermo commands a small group of spies in Irid and Eros that work for the Mothers, and subsequently any people that work for them. Among their numbers are gifted necromancers, who in the cover of the twin town's deep cellars and hiding places have awoken a small host of undead monsters, some of which function as nests for spider swarms. The most notable among the undead's numbers is the skeletal remains of a purple worm, Marybeth, which serves as a breeding ground for countless spiders.

Ulermo also holds a high position in giant spider hierarchy, meaning that most of them have to at least honor him, if not serve him. While traveling in Caragos Eavorn, he can walk at ease, for the spiders will protect him. While he has no connections to his more tribal kinsmen, he does have a few of the more urbanized goliaths as subordinates.

Recent activity and plans

While the main attention of the Mothers Three is always on the mountains of Caragos Eavorn, they never forget the rest of the continent, which is watched over by lesser generals and leaders. Ulermo is one of these, currently holding sway over the largest and most important region to the spider matriarch's plans: the eastern kingdoms. Ulermo has his fingers in many a criminal organization and spy ring in his commanded area.

The ultimate plan of the Mothers is to finish their ritual, which all of Ulermo's operations are directly leading to. However, he doesn't know of the ritual itself, and is being used as a puppet to organize the details of the horrible plan. Were he to know, he might actually oppose the Mothers, mostly since his arrogance would find the Mothers underestimation of him incredibly insulting, but partly because perhaps he's not quite that far gone.

Combat

While Ulermo spends most of his time in his goliath form, since he enjoys the pleasures that are available when in it, he prefers to fight in his hybrid form. His preferred tactic is to grapple foes with his monstrous strength, pin them on the ground, and bite and claw them to death. Occasionally when fighting threateningly strong opponents, he will transform to a giant spider form mid-grapple and take foes down with his poison.

For ranged combat Ulermo uses his goliath form, pelting foes with his shortbow, but can also take on his spider form and entangle foes with webs. He's especially likely to do this when fighting with his lackeys (which is often, since fair odds mean nothing to him). Otherwise he doesn't fight in his spider form, since it's less tough than the others - he saves it for espionage.

A fight with Ulermo is very likely to happen on his turf, so it's almost certain he'll have taken precautions to hamper foes beyond just his fighting abilities. Traps (often made with his own webs) and pitfalls are common, as are hidden hordes of undead minions, especially spider-infested skeletons, which terrify most but seem to fascinate Ulermo. The arrogant goliath is very likely to not notice a bad situation for him, and will often fight even if his chances look grim just because he has an inflated opinion of himself.

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